This Ooey Gooey Caramel Popcorn recipe is a game-changer for anyone looking to elevate their snack game. Perfect for movie nights or any time you crave a sweet, chewy treat, this recipe promises a deliciously addictive experience. Let’s dive into how to bring this caramel-coated delight to your next gathering or cozy night in.

There’s something about the combination of sweet caramel and popcorn that feels like pure magic. Inspired by my love for cozy movie nights and the joy of sharing snacks with loved ones, I set out to create the ultimate caramel popcorn recipe. The Ooey Gooey Caramel Popcorn is the result: a perfect blend of textures and flavors that’s bound to make any moment feel special. Whether you’re hosting a movie marathon or simply indulging in a solo snack session, this recipe is meant to bring a touch of sweetness to your life.

freshly made Caramel Popcorn

The Chemistry of Caramel Popcorn

The secret to the irresistible texture of this caramel popcorn lies in the science of candy making. Cooking the caramel mixture to the soft ball stage (234 degrees Fahrenheit) ensures that the caramel is just the right consistency: firm enough to coat the popcorn but soft enough to remain chewy and gooey. The addition of sweetened condensed milk to the caramel introduces milk fats and sugars, contributing to the caramels creamy textures and rich flavor. Vanilla extract and a pinch of salt enhance the caramel’s complexity, offering a balance to the sweetness that makes this treat truly addictive.

How do I prevent the caramel from crystallizing?

Ensure the sugar is fully dissolved before the mixture comes to a boil, and avoid stirring once the caramel starts to form. Using a wet pastry brush to wash down any sugar crystals on the side of the pan can also help prevent crystallization.

Can I use microwave popcorn instead of air-popped?

Yes, you can use microwaved popcorn as a convenient alternative, but choose a plain or lightly salted variety to avoid conflicting flavors with the caramel.

freshly made Caramel Popcorn

What if I don’t have a candy thermometer?

You can still make caramel without a thermometer by using the cold water test. Drop a small amount of caramel into cold water; if it forms a soft ball that flattens when removed, it’s at the soft ball stage.

How do I store leftover caramel popcorn?

Store any leftovers in an airtight container at room temperature. Remember, the popcorn stays gooey for about 2 days, so it’s best enjoyed fresh.

freshly made Caramel Popcorn

What is in caramel popcorn?

Unsalted Butter & Brown Sugar

The base of the caramel, offering depth and richness.

Karo Syrup & Water

Help prevent crystallization of the sugar, ensuring a smooth caramel.

Sweetened Condensed Milk

Adds creaminess and a decadent texture to the caramel.

Vanilla Extract & Fine Sea Salt

Enhance the caramel’s flavor, offering a perfect balance of sweet and savory.

Popcorn Kernels

Provide the crunchy, airy base that contrasts beautifully with the gooey caramel.

Storage Tips

This caramel popcorn is best enjoyed within 2 days of making, as it tends to lose its gooey texture over time. Store in an airtight container at room temperature to maintain its chewiness for as long as possible.

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freshly made Caramel Popcorn

Why Make Ooey Gooey Caramel?

You’re just steps away from creating a snack that’s sure to become a staple for your movie nights and gatherings. Dive into the joy of homemade caramel popcorn and enjoy and sweet reward of your culinary efforts.

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Ooey Gooey Caramel Popcorn

Author: Madison Reid
Prep Time: 20 minutes
Servings: 12
This caramel popcorn is ooey and gooey, chewy and sweet! Its an addicting treat, perfect for movie nights.


  • 1/2 cup unsalted butter
  • 2 cups brown sugar
  • 1/2 cup karo syrup
  • 1/4 cup water
  • 14 ounce sweetened condensed milk
  • 1 tsp vanilla extract
  • 1/2 tsp fine sea salt
  • 1/2 cup popcorn kernels


  • In a sauce pan add the butter over medium heat and allow it to melt
  • Stir in the brown sugar, Karo syrup and water. Whisk until combined
  • Place a candy thermometer in and allow the mixture to get to soft ball (234 degrees)
  • While the mixture is cooking, air pop the popcorn kernels
  • Once you reach soft ball stage, remove from the the heat and stir in the sweetened condensed milk, vanilla and salt
  • Pour the caramel mixture over the freshly popped popcorn and stir until all of the popcorn is covered.
  • Enjoy now or place in an airtight container and enjoy later. The popcorn only stays gooey for 2 days.


Calories: 380kcal Carbohydrates: 70g Protein: 3g Fat: 11g Saturated Fat: 7g Polyunsaturated Fat: 1g Monounsaturated Fat: 3g Trans Fat: 0.3g Cholesterol: 32mg Sodium: 160mg Potassium: 193mg Fiber: 1g Sugar: 65g Vitamin A: 325IU Vitamin C: 1mg Calcium: 129mg Iron: 1mg

Have you tried this recipe?

I’d love to see it! Follow @_mrs.madi_ on Instagram and tag your photos with #mrsmadi.

freshly made Caramel Popcorn